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LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
REGtJLAR MEETING OF THE BOARD OF DIRECTORS
December 19, 2019
5:30 PM
MINUTES
Pursuant to due notice thereof, a meeting of the Board of Directors of the Lumbee River Electric Membership
Corporation was held at the Corporation's headquarters in Pembroke, North Carolina.
Board of Directors Present: Chairman Ronnie E. Hunt, Vice Chairman Spencer Locklear, Secretary Brenda O.
Jacobs, Treasurer Carl A. Pevia, Roger Oxendine, Larg Jones, Erice Locklear, Lacy Cummings, Sherry Carter, Madie
Rae Locklear, Autry Lowry, Rory Eddings and Elaine O. Chavis.
Board of Directors Absent: N/A : Yes
Also, present were
CEO Carmen Dietrich, Executive ASsiStant Kim Chavis, Director of Corporate Safety Mark Walters, VP of
Finance Lea Hewett, VP of Info. Technology Caleb Malcom, VP of Eng. & Operations Chris Locklear, VP of Corp.
Services Walter White, VP of Human Resources Cynthia Stiles, Manager Key Accounts Shawn Hunt and Crystal L.
Graham, general counsel, Graham Law Firm, PLLC.
1. Call to Order: Chairman Ronnie E. Hunt called the meeting to order, and Director Roger Oxendine provided the
invocation.
2. Safety Briefing: Mark Walters, Director of Corporate Safety provided an emergency evacuation plan for the
Corporate Headquarters.
3. Approval of the Agenda: A motion was duly made and resolved to approve the Agenda by Treasurer Carl A.
Pevia, Director Lacy Cummings seconded; with no dissenting votes, and no fiirther discussion, motion carried.
4. Member Comments: None
5. Introduction of New Employee: Eric Branch, Fiber and Broadband Administrator was introduced to the
Board of Directors by Cynthia Stiles, VP of Human Resources and presented his personal and career history with
a hire date of December 10, 2019.
6. Directors Oath: Chairman Ronnie E. Hunt administered the Director's Oath of Office as set forth in LREMC
Policy Bulletin No. 102.1 to newly elected Directors Rory Eddings and Elaine O. Chavis.
7. Reports:
A. Safety Report: Mark Walters, Director of Corporate safety presented the safety report indicating one
recordable but unavoidable Employee hicident for the month of November, and no loss of time injury/illness for
the month of November with forty-seven Safety Observations. A motion was duly made and resolved to approve
the Safety Report by Director Roger Oxendine, Director Madie Rae Locklear seconded; with no dissenting votes,
and no further discussion, motion carried.
B. Secretary Report: Secretary, Brenda O. Jacobs reviewed the November Secretary Report with the directors. A
motion was duly made and resolved to approve the Secretary Report by Secretary Brenda O. Jacobs, Director
Madie Rae Locklear seconded; with no dissenting votes, and no further discussion, motion carried.
C. Treasurer Report: (Form 7) Treasurer Carl A. Pevia reviewed the Treasurer Report (Form 7) with the
directors for the month of November. A motion was duly made and resolved to approve the Treasurer Report
(Form 7) by Treasurer Carl A. Pevia, Secretary Brenda O. Jacobs seconded; with no dissenting votes, and no
further discussion, motion carried.
D. Financial Report:
1. LREMC: Lea Hewett, VP of Finance reviewed the Financial Report with the directors for the corporation
for the month of November including a balance sheet, Income Statement, Revenue and Expenses, and a financial
summary for year to date of revenues and expenses and the current debt to asset ratio. A 2019 YTD Total Margins
indicating operating Margins was presented to the Board of Directors.
2. LREMC-T: Lea Hewett, VP of Finance reviewed the Financial Report with the directors for the corporation
for the month of November including a balance sheet, h'icome Statement with a financial siunmary for year to
date of revenues and expenses, and an November HTC Activity for services and accounts.
3. November Estate Retirements: Lea Hewett, VP of Finance reviewed the November 2019 Estate
Retirements. A motion was duly made and resolved to approve the Estate Retirements Report by Director Larg
Jones, Director Madie Rae Locklear seconded; with no dissenting votes, and no further discussion motion carried.
4. TEMA Patronage: Lea Hewett, VP of Finance informed LREMC directors of the Tarheel Electric
Membership Association, Inc. patronage capital retirement payment for the 2007 year of patronage.
CEO & Staff Report:
A. LREMC Newsletter: Walter White, VP of Corp. Services gave the directors an update on the January 2020
LREMC Newsletter specifically addressing the LREMC Scholarship Programs, Touchstone Energy Sports Camp
Scholarship, and the LREMC's Electric Safety Billboard Contest.
Other Business:
10. Matters of Interest to Directors:
A. Thank You- Town of Pembroke Police Department
B. Upcoming Meetings and Training: The Board of Directors were provided a save the date for office closings,
as well as scheduled Conferences and Meetings.
C. 2020 Board/Delegate Certification : Chairman Ronnie E. Hunt reviewed with the directors and upon the
following motions duly made and resolved to approve the Board/Delegates Selections is as follows:
* NCAEC (Board Chairman, or his/her designee along with CEO)
* NCEMC (Member of the Board along with CEO) Treasurer Carl A. Pevia
* TEMA (voting delegate) Director Larry Jones
* NRTC (voting delegate) Director Erice Locklear
* NRTC (voting delegate alternate) Vice Chairman Spencer Locklear
* CFC, NCSC & NRECA (voting delegate) Secretary Brenda O. Jacobs
* CFC, NCSC & NRECA (voting delegate alternate) Elaine O. Chavis
* REAJ' (voting delegate Term Ends April 2021) Director Erice Locklear
* REAP (voting delegate alternate) Director Shetry Carter
* LREMC Cornrnittees of the Board: Kim Chavis, Executive Assistant presented the Board a copy of the
2020 Committees of the LREMC Board of Directors.
D. Technology Committee Meeting: Date.' Tuesday, January I 2020 @ 5.'30 p.m.
11. Executive Session: A motion was duly made and resolved to enter into Executive Session by Vice Chairman
Spencer Locklear, Director Lariy Jones seconded; with no dissenting votes, motion carried.
A motion was duly made and resolved to exit Executive Session by Director Lat'g Jones, Director Autry Lowry
seconded; with no dissenting votes, motion carried.
Upon exiting the Executive Session Chairman Ronnie E. Hunt, requested the Board of Directors to reaffirm their
votes in open session as entered in closed session and called the following matters for a vote: all votes were
reaffirmed without discussion as follows:
A. A motion was duly made and resolved to approve the Sale as offered in the amount of $40(@)0.000dollars to Mike V. Woods and wife Kimberly D. Woods as described and set forth in the Agreement to
Purchase and effective upon execution of the same of the Red Springs office, to include his contingent offer
for the personal property remaining therein, and authorizing Chairman Ronnie E. Hunt and Secretary Brenda
0. Jacobs the authority to execute all necessary documents by Director Lacy Cumrnings, Director Larry
Jones seconded; and with no dissenting votes, and without further discussion, the motion carried.
B. A motion was duly made and resolved to approve 2020 LREMC Budget with a temporary rate increase of
6.5% by Treasurer Carl A. Pevia, Director Larry Jones, seconded; with Directors Madie Rae Locklear, Roger
Oxendine, Lacy Cun'in'iings and Rory Eddings as dissenting votes, and with further discussion, the motion carried.
C. A motion was duly made and resolved to approve 2020 LREMC-T Budget by, Director Roger Oxendine,
Director Madie Rae Locklear seconded Director Lacy Cumming substituted a motion to approve the budget for a
90 day period Treasurer Cad A. Pevia, seconded; with Secretary Brenda O. Jacobs and Vice Chair Spencer
Locklear as dissenting votes, and with further discussion, the motion carried.
D. A motion was duly made and resolved to approve a Temporary Rate Adjustment in the amount of
6.50% beginning February 1, 2020 and continuing through April 1, 2020 until a formalized rate study
can be completed and a rate structure can be implemented by Treasurer Carl A. Pevia, Vice Chairman
Spencer Locklear seconded; Director Rory Eddings was the only dissenting vote, and without further discussion,
the motion carried.
E. A motion was duly made and resolved to establish the 2020 Director Compensation Rates as follows: 1.
The per diem rate for attendance at official meetings of the Board of Directors shall be $300.00/day; 2.
The monthly stipend for service on the Board of Directors shall be $650.00/month; 3. The per diem for
meals and incidental expenses during travel shall be $60.00/day; and 4. Mileage expenses shall be
reimbursed at the then-applicable IRS rate by Director Erice Locklear, Director Elaine Chavis Seconded,
Director Larry Jones and Vice Chairman Spencer Locklear dissented, and with further discussion, the
motion carried.
12. Approval of Minutes:
A. November 19, 2019 Loan Cornrnittee Meeting Minutes: A motion was duly made and resolved to approve the
minutes of the Loan & ED Committee Meeting of November 19, 2019 as well as the recommendation to approve
the loan request to National Industries Inc. pursuant to the terms set forth therein by Director Erice Locklear,
Director Roger Oxendine seconded; with Directors Larry Jones, Autry Lowry and Secretary Brenda O. Jacobs
dissenting, and with further discussion, the motion carried.
B. November 19, 2019 Regular Board Meeting Minutes: A motion was duly made and resolved to approve the
minutes of the Regular Board Meeting of November 19, 2019 by Director Erice Locklear, Larry Jones
seconded; with no dissenting votes, and no further discussion, motion carried.
13.
Signed B
moru'iie E. Hunt,
LREMC Board of Directors
Brenda O. Jacobs, Secretaty
LREMC Board of Directors
Recording Officer's Certification: I, Crystal L. Graham, general counsel for LREMC, Graham Law Firm, PLLC. do
hereby certify that these minutes were properly recorded during the regular meeting of the Board of Directors of the
Lurnbee River Electric Membership Corporation held on December 19, 2019.
LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
REGUI,AR MEETING OF THE BOARD OF DIRECTORS
Decemberl9, 2019
ATTACHMENT OF COMMENTS BY THE BOARD CHAIRMAN
TO MINUTES
Pursuant to Board Governance Policy No. 426 I am attaching my foregoing written reason for voting in the
mariner in question at a meeting of the Board of Directors of the Lumbee River Electric Membership as follows:
l€ +
Signed By:
(Print Name)
C Board of Director,
L{JMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
REG'[JLAR MEETING OF TFfE BOARD OF DIRECTORS
December 19, 2019
(Date)
ATT ACHMENT OF COMMENTS BY THE BOARD C AN
TO MINUTES
Pursuant to Board Governance policy No. 426 I am attaching my foregoing written comments in the matter in
question at a meeting of the Board of Directors of the Liunbee River Electric Membership as follows:
I strongly believe that a board stipend of $650.00 per month and $300.00 per meeting is an excessive amount for
the membership of Lumbee River EMC. Therefore, I will only accept a reduced stipend of $400.00 per month
and $300.00 per meeting.
Signed 2E3y:
RonnieE. Hunt (PmtName)
Chairman of the Board of Directors
Lumbee River Electric Membership Corp
L{JMBEE RIVER ELECTRIC MEMBERSH[P CORPORATION
REGULAR MEETING OF THE BOARD OF DIRECTORS
December 19, 2019
ATT ACHMENT OF EXPLANATION OF VOTE TO MINUTES
Pursuant to Board Governance Policy No. 426 I am attaching my foregoing written reason for voting in the
manner in question at a meeting of the Board of Directors of the Lumbee River Electric Membership as follows:
IJI@skvSt ) fspe/ Tire e-ywor ;s 7e hir7ik-r Ar ry rit-re
xti)hra vue ova iccvpeesinq ra72os To our they-rays qz,id) ri7A7paio7
Signed By:
LREMC BoarJ of Director,
(Print Name)
RESOLUTION #2019-06
LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
I Brenda O. Jacobs, do hereby certify that: I am Secretary of Lumbee River Electric Membership
Corporation (Hereinafter called the "Cooperative"): that I am the keeper of the official records,
minutes and seal of the Cooperative; that the following is a true and exact copy of an excerpt from the
minutes of the Regular Board of Directors meeting held December 19, 2019.
WHEREAS, the LREMC Board of Directors have previously resolved to sale real property currently
owned by LREMC known as 604 E. 4'h Ave. Red Springs, Robeson County, North Carolina; and
WHEREAS, a motion was duly made and resolved to approve the Sale as offered in the amount of
$40!C@)0.00 dollars to Mike V. Woods and wife Kimberly D. Woods as described and set forth in theAgreement to Purchase and effective upon execution of the same; now therefore
BE IT RESOLVED, that the Board of Directors of Lumbee River Electric Membership Corporation
hereby authorize the sale of the real property described herein as offered herein; Chairman Ronnie E.
Hunt and Secretary Brenda O. Jacobs shall have the authority to execute all necessary documents.
IN WITNESS HEREOF, I have hereunto set my hand and affixed the seal of the Cooperative this
igiith$ylHlpecember 2019.
oA T :. 'E' E Brenda O. Jacobs,
RESOLUTION #2019-07
LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
I Brenda O. Jacobs, do hereby certify that: I am Secretary of Lumbee River Electric Membership
Corporation (Hereinafter called the "Cooperative"): that I am the keeper of the official records,
minutes and seal of the Cooperative; that the following is a true and exact copy of an excerpt from the
minutes of the Regular Board of Directors meeting held December 19, 2019.
WHEREAS, the Loan and Economic Development Committee of the Lumbee River Electric
Membership Corporation held a meeting on Tuesday November 19, 2019 and reviewed the terms and
conditions of the Economic Development Loan with Mr. Jeff Jones, president of National Industries
Inc.; and
WHEREAS, the Committee recommended to award the loan to National Industries Inc. in the amount
of Two Million Dollars ($2,000.000.00); now therefore
BE IT RESOLVED, that the Board of Directors of Lumbee River Electric Membership Corporation
hereby accecpts and approves the recommendation of the Loan and Economic Development
Cornrnittee Meeting of November 19, 2019 to approve the loan request for National Industries Inc. and
instructs LREMC's staff to proceed with the application process seeking approval from the NCEMC
board for funding through the NCEMC Member loan Program.
RESOLUTION #2019-08
LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
I Brenda O. Jacobs, do hereby certify that: I am Secretary of Lumbee River Electric Membership
Corporation (Hereinafter called the "Cooperative"): that I am the keeper of the official records,
minutes and seal of the Cooperative; that the following is a true and exact copy of an excerpt from the
minutes of the Regular Board of Directors meeting held December 19, 2019.
WHEREAS, the presented 2020 LREMC Budget includes an overall 6.50% increase in kwh revenue;
and
WHEREAS, a motion was duly made and resolved to approve a Temporary Rate Adjustment in the
amount of 6.50% beginning February 1, 2020 and continuing through April 1, 2020 until a formalized
rate study can be completed and a rate structure can be implemented; now therefore
BE IT RESOLVED, that tlie Board of Directors of Lumbee River Electric Membership Corporation
hereby authorize a Temporary Rate Adjustment in the amount of 6.50% beginning February 1, 2020
and continuing through April 1, 2020.
IN WITNESS HEREOF, I have hereunto
19'lhlda5ioQcember 2019.
a s ')'/ z
- a: ;
set my hand and affixed the seal of the Cooperative this
Brenda O. Jacobs,
RESOLUTION #2019-09
LUMBEE RIVER ELECTRIC MEMBERSHIP CORPORATION
I Brenda O. Jacobs, do hereby certify that: I am Secretary of Lumbee River Electric 'Membership
Corporation (Hereinafter called the "Cooperative"): that I am the keeper of the official records,
minutes and seal of the Cooperative; that the following is a true and exact copy of an excerpt from the
minutes of the Regular Board of Directors meeting held December 19, 2019.
WHEREAS, on September 17, 2019 the LREMC Board of Directors reviewed the Corporation's
policy on fees, compensation and expenses for the Board of Directors, and implemented Resolution
#2019-05; and
WHEREAS, a motion was duly made and resolved to establish the rates as set forth below; now
therefore
BE IT RESOLVED, that the Board of Directors of Lumbee River Electric Membership Corporation
hereby authorize as follows:
1. The per diem rate for attendance at official meetings of the Board of Directors shall be
$300.00/day;
2. The monthly stipend for service on the Board of Directors shall be $650.00/month;
3. The per diem for meals and incidental expenses during travel shall be $60.00/day; and
4. Mileage expenses shall be reimbursed at the then-applicable IRS rate.
This Resolution shall be effective as of January 1, 2020.
IN WITNESS HEREOF, I have hereunto set my hand and affixed the seal of the Cooperative this
191" day of December 2019.